Don't Screw with Fate
by Guitarguru007
Summary: My Little Pony:  When 18-year old Zack suddenly finds himself teleported to the magical land of Equestria...rated M for language and some...sensual scenes way later on. HEADS UP, THE MAIN CHARACTER TURNS INTO A HORSE!
1. The Beginning

**Authors Note: My first fanfic for MLP. I...tried to make it as grammatically correct as I could. Also, I know it may seem to run at a slow pace, but I want to make this to be more of a "character development" story then a "Let's all get laid" kind of a story. I'll have some clop scenes way later on, it's not just gonna happen, sorry guys. Anyway, this is part 1. Ive got part 2 already done, but I'd like some feedback before I even THINK about putting it up. Enjoy.**

**DONT SCREW WITH FATE**: Chapter 1

"Zack! Time to get up! SCHOOL!"

Zack's mother's voice pierced his ears as they traveled through the house, finally reaching his room and assaulting him as he lay in bed. He let out a loud sigh, and through squinted eyes, looked at the alarm clock on the nightstand next to his bed. 7:30 it read in big red letters. Another sigh escaped Zack's lips, this time a little quieter.

"Mom…my first class starts at 9…are you serious…?"He thought to himself, making an irritated face.

With an effort he lifted himself up and sat staring into space, on the edge of his bed. Finally he slid off his bed and felt his feet hit the soft carpet on the floor. He attempted to open his eyes, and stretched out his tight body. He was a young man, 18 years old. He stood at about 6 foot even, had blue eyes, medium length messy brown hair, and a toned body, courtesy of playing high school football. Stifling a yawn, Zack shuffled his way into his bathroom and, after quickly using the bathroom and brushing his teeth, walked back into his room and grabbed some clothes. He chose a dark green American Eagle shirt and some dark blue jeans. After putting on a pair of his black Nikes, he opened his door and walked into his kitchen.

His eyes squinting at the sudden intrusion of light in the kitchen, Zack groaned and tried to get them to adjust. As they began to become accustomed to the light, Zack saw his Mom walking around the kitchen. Noticing him looking, his Mom turned and gave him a smile.

"Well, well,look who decided to get up!" she said gleefully.

"Uh huh," Zack grunted, still trying to wake up. "Mom, you DO realize that my first class is at 9 right? And it's college, I can just drive there…it doesn't take that long to do that."

"Oh sweetie," she said. "We both know that the early bird catches the worm!"

"How the heck does that even apply here!" Zack thought in his head. "I'd like to shove something up the ass of whoever made that dumb phrase…"

His mom noticed her son's grumbling and chuckledto herself. She loved messing with him, especially since his father was gone. Ever since the day of the accident, his mother had been trying to take the role of two parents at once.

After eating his breakfast, Zack looked at the clock on his stove. 8:00 it read.

"About time to head out," He thought to himself, and rose from the table. "Alright mom," he said to his mother. "Im heading out, love you and see you after class…"

"Ok sweetheart! Have a good day at school! Make good choices!" She said, while trying to conceal a smirk.

Rolling his eyes at his Mother's horrible movie reference, Zack opened the front door and walked out to his car, a 1990's Mustang. Breathing in the fresh morning air, he looked over his car. "Bright red and sexy."as he would tell himself from time to time. Smiling, he got in the car and pushed over his guitar case, which was currently placed in the driver's seat. He needed it for his speech class today, as he was giving a presentation on guitar techniques.

Placing his case in the passenger's seat, Zack turned the car on and started to back out of his driveway. Soon enough, he was already on the main road that lead to his school.

…

"Driving down the highway...going to a show!" Zack was busy singing along to an AC/DC song on the radio as he was driving to school.

"Stopping on the byways…playing—huh?" Zack was cut short by an odd buzzing sound that was emanating from his radio.

Cranking up the volume, Zack was surprised to hear a large amount of static coming from his favorite station.

"Aw come on, this never happens on this station!" He complained to himself as he tried to twist the radio dial around, hoping to fix the problem.

He was angry to find that the buzzing on the radio seemed to only get worse as he continued to fiddle with the controls.

"Stop that!...Spike…" A small voice came out of the radio, barely audible.

Zack sighed. "Aw man, I can't get back to my favorite station but I can get to some kind of weird infomercial" he said.

The buzzing on the radio continued, and to Zack's surprise, it continued no matter what station he tried turning to.

"Ok…that's a bit—no, that IS freaky." He mumbled, trying to watch the road and his radio at the same time.

"Telling you…will work…time!" The voice on the radio came out a little louder, and Zack noticed that this time, it was a bit deeper, and sounded distinctly boyish, almost like a young male child.

"Alright demon radio," Zack started. "Say hello to the off button!" He quickly pressed the power button.

The radio remained on and the static continued. "…I said say hello to the off button" Zack said in a less than happy voice.

He pressed the button again, but the radio remained on. He continued to jam the button, suddenly having his full attention turned to the radio, instead of the road.

"Ok PLEASE say hello to the off—Holy shit!" He cried, quickly swerving his wheel to the right, and nearly missing hitting the car in the lane next to him.

"Ready…about to…again." The voice on the radio muttered, this time the male voice again.

"Ok radio," Zack said. "You win round 1, but I have another trick up my sleeve, and it's called the vol-"

Zack was cut off by a strange sensation slowly working its way up from his feet.

"Whoa…what the heck is going on…?" He muttered to himself, finding that his voice was unable to reach a normal volume.

He quickly looked down and was shocked at what he saw. His feet were gone! In fact, it seemed the higher the sensation on his legs got, the more of his body would vanish.

"Dude! That's definitely NOT normal! NOT NORMAL!" he attempted to shout, but his voice could only reach the volume of a small mumble.

"I don't understand…" Suddenly Zack found that he couldn't talk anymore.

The strange sensation had reached his torso, and as his eyes darted down, he saw that the bottom half of his body was gone. The sensation continued to rise, and it took no time at all before it reached his face. First his mouth, then his nose, then his eyes…then darkness engulfed him.

...

"Uh…I think it worked...," An unfamiliar voice drifted its way into Zacks ears.

Zack was unconscious, but his ears still seemed to work, and he could just barely make out the voices around him. The first voice he heard sounded like a young male child.

"Spike, what have I told you about getting into my spell books!" A second voice rang in Zack's ears.

This time the voice was softer, sweeter, and distinctly female. The second voice sounded very annoyed.

"Now look what you've done! You are WAY too young to be trying to learn transportation spells! What are we supposed to do now! You've brought that…whatever it is, here!" The voice said angrily.

"Aw come on Twi, you've got to give me some credit, I mean, I made SOMETHING appear!" The first voice said, a twinge of false pride in its voice.

"You keep trying to act all innocent and I'll show you how to make something DISSAPEAR." The second voice said, firmly, almost like a mother scolding her child.

"Blah," Zack thought to himself, as his consciousness began to return to him.

"Dude…what happened last night…? Wait…" Zack tried to move his body, only to find he was unable to.

It felt as though some unseen force was holding him in place, locking him down.

"Well…this blows." He thought. "I've probably been drugged and then taken away to some hidden lair where I'm tied down. And now I'm probably going to be tortured and killed and eaten…which, in retrospect could be worse. At least I can feel that I have my clothes on."

"Alright Spike, let's take a look at this…thing." Said the female voice.

"Sweet! I wonder what I brought to Equestria this time!" Said the voice named Spike.

"For your sake it better not be something destructive…do I have to remind you about the last time you tried to "summon" something to Equestria?" The female voice nagged.

"Come on Twilight!" Said Spike, "How was I supposed to know I would bring another, full grown dragon here? And how was I supposed to know he would destroy half of Ponyville…?"

"You're just lucky that Princess Celestia was so forgiving." Said the voice called Twilight.

"Celestia…Ponyville…?" Zack thought. "Either I'm dreaming…and mind you, having a really WEIRD dream, or I'm dead."

He tried to struggle against the unseen force, but to no avail. Suddenly he heard a sound coming closer to his ears. It sounded like…hooves?

"Last time I checked, Heaven's horse population was…wait what am I saying? I don't even know what Heaven looks like." Zack thought.

The hoof-steps came closer to Zack's ears and stopped right next to his face. By this point Zack had stopped his struggling, and was more interested in listening to what was happening around him. He felt something warm aganist his face. It felt like someone or something had its face right next to his, and was breathing on him.

"Oh crap..." thought Zack, his mind racing on the things that happen in torture chambers. "As long as they don't chop off my dick, I think ill be able to manage...then again if they do chop it off I at least hope they use it for something productive. Like maybe they can stuff it and turn it into a dildo? Yea...that way I can please some woman out there..."

He stopped thinking when suddenly he began to feel another sensation glide across his body. However, instead of the weird sensation he felt in his car, this one felt...smoother and much nicer. He felt himself relax as the wave overcame his body. It suddenly dawned upon him that his body was free, and he could move.

"Dude..." Zack groaned as he lifted his head off the ground.

Opening his eyes, he was quickly blinded by the amount of light in the room.

"Arg, dang it that's the second time today!" He said, allowing his eyes to adjust to the light.

Slowly lifting his upper body off the ground, he was able to get himself into a sitting position. What he finally was able to see stunned him. He was in a library-no, a house slash library slash...tree? Bookshelves lined the walls of the large circular room he was in, and as he looked around a bit more, he saw a staircase that led up to a one bed room.

"Oh yea...I've GOT to be dreaming" he said to himself.

"Oh, you're not dreaming...uh, whatever you are?" came a voice from behind him.

Spinning around, Zack looked for the place the voice came from. He was shocked to see what appeared to be a purple horse standing behind him. It was obviously female, judging by the way her body was shaped, and how she seemed to carry herself. She stood about 5 foot 4 and had a long, purple mane with one streak of pink going through it. Her tail looked the same. She would of appeared to be like any normal horse if it weren't for the horn sticking out of her head. She was a unicorn.

"Uhhhh..." Zack started. "Well this totally confirms that I'm dreaming..."

"Oh I wouldn't say that!" Said the horse.

Zack stared blankly at her mouth, because that's where the voice was coming from. After a few seconds he said,

"You...you...you can talk?" The purple horse laughed at Zack.

"Well duh, what pony can't talk?" She seemed to find him humorous.


	2. Discoveries

**AUTHORS NOTE: I've gotten some pretty decent feedback, so here's part two. I promise everything will get more interesting from here on. In fact, a few of those "twists" I mentioned in the description will be coming up pretty soon. **

**Also, I answer some questions, no, the ponies are NOT human, and as for Zack's car, I'll be describing what happened to that later.**

**Now, continuing where we last left off...**

"Um, maybe the horses where I COME FROM!" Zack said as he took a step closer to the horse...or pony, as she called herself. He squinted his eyes and began to walk around her, investigating.

"Hey hey hey!" The pony shouted, suddenly rearing up on her hind legs as Zack was looking around at her flank. "What the heck are you doing back there?"

Zack was taken back, and took a step away. "Oh I'm sorry! Its just...well dreams like this don't come around too often for me so I'm trying to soak in as much as I can."

"For the last time-" she turned around to face him. "This is NOT a dream! You have been teleported here to the land of Equestria and the town of Ponyville. My name is Twilight Sparkle, and this is my home." She finished her statement with a quick huff.

Zack looked around again. "Well excuse me, Twilight, my names Zack, and where I come from, we don't have talking hor-whoa!" Zack jumped back a bit when he noticed a small scaley hand grabbing at his jeans.

He looked down to see a small baby dragon clawing at his leg.

"Whoa..." the dragon said. "What the heck are YOU?"

Zack pulled his leg back and said, "I could ask you the same question, little guy!"

The little dragon huffed a cloud of smoke from his nose. "Who are you callin' little! Ill have you know one day I'm gonna be bigger than this house!"

Zack sighed. "Great. A talking pony...who's...strangley attractive AND a dragon? Know what God? You have some sick sense of humor, man." He thought to himself.

"Ok, ok slow down there little...I mean, dragon." Zack told him. "Can someone please tell me what the heck is going on here?"

Twilight smiled at him. "I just did. I'm guessing listening isn't one of you're strong points is it Zack? Well at least you're cute...for a male whatever you are."

She turned away from him and began walking away and torwards one of the massive bookshelves. Suddenly her horn began to glow. One of the books slid off the shelf by itself and landed in front of her, as if by magic.

"Aw man, and now we have magic? How am I supposed to believe all of this again?" Zack asked.

"Stop you're whining for a second and let me look here..." Twilight began.

She flipped through some pages of the book until finally she stopped one of them with her front hoove, saying "Ah ha."

"Right here. Page 165 in Creatures of the World. It says here you're a...human?"

After reading the page she turned and looked him over. Her eyes fluttered over his and she suddenly looked away.

"What beautiful blue eyes..." she thought to herself.

Zack blinked for a moment and said, "Well yea, I knew that...and you are?"

She gave him a look.

"Well, smarty pants, if you've already forgotten, I am a pony. And not just any pony," here she motioned to her single horn. "I am a unicorn. We specialize in magic, if you couldn't already tell. Magic is what brought you here, anyway."

She gave him another look over, as if contemplating something.

"Magic...magic..." he repeated.

All of this sounded so fake...yet he could tell that it wasn't. For one, if this was a dream, why was everything so clear, and why would he think that...Twilght was attractive?

"She's a friggin' horse, Zack, come on now!" He thought to himself. "A totally hot horse with some seriously sexy eyes and-AW, dude stop it!"

He shook his head. Twilight noticed his actions.

"A human huh?" She thought to herself. "Well I read that most humans are kind and gentle...and this one seems harmless. Maybe Spike did do me a favor. He's certainly cute. And looks to be in pretty good shape...wait what am I thinking?" Twilight had a look of pure berwilderment on her face. "I can't possibly be thinking that this...HUMAN is attractive?" She blushed for a moment a turned away from Zack.

Zack sighed again and looked back at the dragon, who he now remembered was named Spike, as his voice had given it away. Spike was the young male child he had heard on the radio.

"Sooo...Spike, is it?" Zack asked him. Spiked looked at Zack.

"Yea?" Spike replied, eyeing Zack with a look of confusion and interest. He had never seen a human before. Zack knelt down so he could get a better look at Spike. The young dragon was purple, and had green spikes going down his body, from his head to his tail.

"So it was this little guy I heard on the radio..." Zack thought to himself. Something dawned upon him.

"The radio...oh DAMN! My car!" Zack shouted, causing both Twilight and Spike to both jump.

Twilight turned back around to face Zack. "You're what?" She asked. Zack looked at her in disbelief.

"My car! Oh my car...its gone and so is my guitar..." Zack slowly slid to a sitting position on the floor as he spoke. He looked completley dejected. He had gotten that car for his 18th birthday. The guitar he had aquired years ago, back when he first started playing.

Twilight looked at the saddened Zack and a pang of sorrow swept over her. She just met this human and already had developed some sort of feelings for him. Trotting over she placed one hoof on his shoulder.

"There, there, Zack. I'm sure your...car is just fine!" She said, trying to be optimistic. Zack looked at her with sad eyes.

"Ahh, for my sake I hope so. My moms gonna kill me if that car gets even a single dent..." he stopped, thinking about his mother, now alone at home. "And my mom? Well actually I can live without her for a bit..." he muttered under his breath.

"What was that?" Asked Twilight. Zack stood up and gave a light chuckle. "Heh, nothing. So, since I'm here do I get a tour of the place?" He asked.

**2 hours later...**

"So you and your friends used the elements of rock and saved all of Equestria?" Zack and Twilight were sitting at Twilight's kitchen table. She had been nice enough to explain to Zack everything that had happened during her time in Ponyville after she finished giving him a tour of her house. She let out a small sigh.

"No Zack they are not called the elements of rock, they are the elements of Harmony..." she told him.

Looking up to the celing, she jestured with her hoofs.

"Honesty, represented by my friend Applejack. Kindess, shown by Fluttershy. Laughter: that's Pinkie Pie of course. Generosity, which is beautiful Rarity..." she stopped here and turned to give Spike a wink: he responded by sticking his tounge out at her. "Loyalty," she continued, "That's totally Rainbow Dash. And finally Magic, yours truly." She ended with a smile.

Zack chuckled. "Yea I wouldn't of guessed that one," he said. "Cute AND talented? Well I may be going crazy but at least I'm doing it next to a good-looking hors-err, pony." He said.

Twilight gave a little blush and looked away.

"Anyway..." She began and slowly walked away from the table. "Would you care to see the rest of Ponyville while you're here, Zack?" She questioned him.

Slowly rising from his seat, Zack stretched. He had been sitting in that chair for almost an hour listening to Twilight's story. Stifiling a yawn he said,

"Heck why not? Might as well see all there to see... and by the way...you never did tell me how I got here." He finished his statement by giving Twilight a curious look.

She looked at him and blinked.

"Oh? OH, yes of course! Where are my manners? You do deserve an explanation." She said and trotted back into the library.

After reaching the library, her horn suddenly began to glow. There was a rustle of pages and a large brown book appeared to fly from under a small stack of loose papers. Zack thought he heard Spike swearing under his breath about finding a "better hiding spot." Levitating the book in front of her face she said,

"You see, our little Spike here has been trying his hand at some magic spells...of course "trying" isn't really a key word here, because his last spell obviously worked..."

Spike lifted his chin up with a sense of pride. Twilight shot him a look, Spike turned away, wistling to himself.

"Like I said...it seems he got himself into some teleportation magic...if you didn't already guess."

Zack pondered to himself.

"I'm following you but...why the heck did I of all people and things, for that matter, have to be the one to got sent here?" He asked.

Twilight gave him a very sympathetic look.

"Well its like I said. Spike...isn't much of a magic user so when he cast the spell of course he wasn't able to control it. There's was no telling WHAT he could of summoned here." She said, walking a little bit closer to Zack.

"And to be honest, I'm pretty happy that you of all things showed up. Ponyville is still recovering from the last time he did this."

Spike again turned and stuck his tounge out at Twilight. Looking Zack in the eyes, Twilight muttered to herself, "I'm REALLY glad someone like you showed up..."

Zack gave her a puzzled look.

"Um Twilight? You ok?" He asked.

Twilight gave a little jump, snapping her out of the trance she was in. Looking into Zack's eyes had caused her mind to drift to more...sensual thoughts.

"Haha...yes, yes I'm ok. Just...thinking!" She laughed nervously and turned away from Zack, walking torwards her front door and attepmting to clear her head.

"Twilight you dolt!" She thought to herself. "You might as well have the words "I totally think you're hot" written on you're head!"

She continued to head to the door. Turning back to Zack for a moment, she beckoned him with one of her front hooves.

"Well come on then, didn't you want a tour?" She asked.

Remembering what they were supposed to do, Zack said, "Oh yea! That tour..." and he began to follow her to the door.

Thinking to himself, Zack said, "I'd like a tour alright...a tour around that beautiful body of yours-Aw ZACK, come ON man! What's gotten into you?"

He coughed loudly and soon found he was next to Twilight by the door. Not noticing his actions, Twilight hummed to herself and opened the door to Ponyville.

Looking outside, Zack saw a beautiful site. The small town of Ponyville was easily visable in the distance, bright and colorful as could be. Birds were singing, pegasus ponys were flying through the air (at least, that's what he figured they were, as they had wings) and there was a cool breeze in the air. The grass was so green and healthy, Zack just wanted to forget everything and throw himself down in it and take a nap. Everything was...perfect.

"It's...so beautiful." He said.

Twilight looked at his awe struck face and giggled.

"You're pretty easily amused aren't you? This is nothing compared to the rest of Ponyville. Come on I'll show you around! I'm sure my friends will love to meet you." She said and walked outside.

Zack nodded in agreement and took a step outside. Then it happened.

"ARRG!" Zack cried, kneeling over in the grass.

The moment his foot touched the grass outside, his whole body seemed to explode with some sort of energy coming from inside of him. He was on his hands and knees, panting in the grass, clearly in pain.

"Zack!" Twilight cried, rushing to his side and placing one hoof on him.

"What's...what's wrong?" She asked.

Zack couldn't respond. His was in too much pain. The only sounds he could make came from his deep panting. Suddenly, a bright light seemed to engulf his entire body, blinding him and Twilight from seeing what was happening.

"What in the name of Celestia-" was the last thing Zack heard from Twilight before...before...everything was normal again. Zack stood blinking in the same position he had been before, kneeling in the grass. The pain was gone, but he couldn't help but feel that something was...different. Shaking his head, Zack felt a long bush of hair slap him in the face.

"Ow!" He said holding his hand up to his face. Suddenly something sharp poked his eye. "Owww! Dude what the hell!" He cried out in pain. Closing both his eyes he waited for the pain to subside. When he could finally open them again he slowly looked around. Everything in Ponyville looked the same. Looking torwards where Twilight had fallen in the grass, he saw her laying down, staring at him with a look of awe and wonder.

"...what?" He asked her. She mearly pointed at him. Zack looked confused, then looked down at feet...which had become hooves. He knew what had poked him in the eye.


	3. More discoveries

**AUTHOR'S NOTE: Alright, so I've gotten some word about how people are a little bit disappointed that I made Zack turn into a pony. However, I am here to tell you: ALL HOPE IS NOT LOST! I've been brainstorming plenty of ideas and have come up with many ways to please both the HiE crowd, and the others who like the idea of his transformation. I'm not going to spoil much, but I will say this: This is not the last you are going to see of human Zack, he will be returning very soon. Sooner than you think, actually. Sadly, I'm not having him come back in this part, so don't get all of your hopes up JUST yet.**

**P.S I'm beginning to add more of a storyline this chapter.**

**So, to continue where we last left off… **

**Part 3:**

"Holy..." was all Zack could say as he lifted his hand/hoof to his face.

Looking to his right he saw what had originally swatted his face. It was his own hair. Moving his gaze upward, he saw that he now had a long mane of bright green hair, hanging very long and low, past his right eye. Looking at his skin, he saw that not only were his clothes gone, but he now had skin that was the darkest of greens.

Still in shock, Zack quickly looked around his environment. Eyeing a small puddle, he galloped over to it. Gallop being too strong a word, he more or less stumbled over to it, not being used to having more than 2 feet. After finally reaching to the puddle and scaring away the birds who were bathing in it, Zack looked at his reflection. Sure enough, he had been transformed into a pony. Looking even closer at his reflection, Zack truly saw the extent of what happened. He now had green eyes, and a horn.

"Oh God no..." he thought to himself, slowly touching a hoof to his horn. A bolt of green lightning shot out of it, causing him to jump about 10 feet in the air. Opening his eyes again, Zack was shocked to see that not only had he physically JUMPED 10 feet, but he was still in the air!

"What the heck is going on?" He shouted, flailing his hooves around and gasping for breath. Suddenly he was slapped in the face by something much harder than his hair, it felt like bone. He fell to the ground, landing on his butt with a loud thump.

"What-in-the-FUCK?" He said to himself, shaking his head. Looking at his back, he saw that not only did his mane continue down his neck, but he had wings.

"Wings?" He thought. That's what had hit him! "Horns and frickin' wings! This is some freaky shit goin' on..."

Slowly attempting to rise on...all 4 of his feet, Zack managed to get in a standing position. He managed to turn and fumbled his way over to Twilight, who was still wearing a look of shock.

When he got close enough he said, "And just WHAT do you're books say about this!" She blinked at him, still trying to grasp the situation.

"Uh...buh." She managed to get out.

Zack sighed deeply and flopped down on his new flank. He gave Twilight a bored look and waited for her to collect her senses.

However, little did he know that the young mare was quite fine, and had been over the shock of his transformation. The reason why she was still staring, however, was because not only had Zack been transformed into an Alicorn, (Pony with both wings and a horn, magic and flight) but he had been transformed into a drop dead SEXY Alicorn.

"And I thought this feeling was bad BEFORE..." She thought to herself.

Shaking her head, she came back to reality.

"*Ahem* Well...I've never seen ANYTHING like this before." She started and stood up. She began to walk around Zack, deep in thought. "The only thing I can think of is...of course!" She said, matter-of-factly.

Zack looked hopeful and surprised as he turned toward Twilight.

He stood up, wobbling, and said, "Of course what?"

She gave him a stern look.

"Magic." She stated bluntly.

Zack gave her a look of disbelief.

"Well...DUH!" He shouted. "Magic is what's been screwing with me from the start of this whole freaking thing! And now it's REALLY fucking with me! Tell me what the hell is going on, please!" He gave her a pleading look.

"Oh don't give me those eyes..." Twilight thought, looking into his beautiful green eyes.

Resisting all urges, she finally said, "…Like I said. Magic. From what I can tell, your presence here: a human in Equestria, has triggered some sort of...universal magic to take effect." She continued to walk around him, studying his new features.

"You're speaking English right?" Asked Zack.

Twilight sighed.

"To be simple, since you're here in our world, you have to be like us." She said the last sentence very slowly, as if pondering its meaning.

Zack slowly retracted from her, his own mind moving quickly in thought. Staring down at his hooves, Zack continued to think.

"Have to be like you…?" He thought, slowly looking up at his horn, then spreading out his wings. He noted how large his wings actually were. They were about the length of his body and then some extra.

Finally he said, "So...wait. If unicorns have horns, and Pegasus have wings, then what am I?"

Twilight's face light up at the question, and she gave Zack a "I totally read up on this" face.

"That's where things get interesting," she said. "You see, you have become what we ponies call an "Alicorn," which is basically just a pony that has both the power of magic and flight, and the parts to show it." She made gestures toward Zack's horn and wings.

"In fact, Alicorns are reallllyyy rare, especially here in Equestria." She continued. "The only two I know of are the princesses, who live in Canterlot."

Zack continued to study his body. Traveling around in circles and eyeing himself, he gave the look of a dog chasing his own tail. Twilight couldn't help but giggle at this display. A quick look from Zack made her stop.

"So I'm a horse—"

"You're a PONY now yes" Twilight cut in.

Zack was silent for a few moments.

"Well…I guess it could be worse, at least I look kinda cool..." He started.

"Oh cool isn't the kind of word I would choose." Thought Twilight, staring at Zack with slightly lustful eyes.

She blinked her eyes, realizing what she was doing…again.

"Celestia, this sucks! Why am I getting so worked up over him?" She let out a depressed sigh. "And it seems he's only become more attractive as a pony…great." Turning to Zack, she gave him a big smile, attempting to block out all other thoughts.

"Well I hope this isn't going to ruin our little tour?" She asked him.

Zack looked at her, his face a little bit brighter. "Hell, what more damage could be done? Let's take a walk." He said.

Smiling, Twilight walked ahead of him and motioned for him to follow with a swish of her tail. Zack stared at her flank and blinked. It seemed that his transformation had not only changed the way he looked, but also the way he thought. In fact, it had REALLY affected the way he thought.

"Whoa...is it just me or does Twilight look a lot...hotter now?" He thought to himself. "Well in any case, these changes totally made things more...interesting."

Zack gave a smirk and began to follow Twilight down the road to Ponyville.

…

The halls of Canterlot castle where quiet all that evening, and all was silent except for the soft sound of hoovesteps traveling through the corridors.

The figure making the steps must have been rushing, as the sound of the hoovesteps, quiet as they seemed, were fast and numerous.

Princess Luna had always been familiar with the halls of the castle, seeing as how she spent most of her days walking it's halls (Or sleeping), waiting for night to fall so she could raise her beloved moon.

Her long, flowing midnight blue hair fluttered behind her as she ran, staying in perfect condition as it moved effortlessly in the air. Her dark purple skin not even breaking a sweat as she flew down the corridors, finally coming to a stop by a set of large golden doors.

Stopping only for a minute to catch her breath, Luna pushed open the doors, revealing a magnificent master bedroom. Gold lined the walls, along with intricate pictures all of the sun hanging on them. The bed itself was shaped like a sun, circular and covered in a golden sheets and pillows. Resisting the urge to gag, the princess entered the room, and closed the door behind her.

Not even a moment passed as the door closed when a voice, coming from behind a pair of curtains said, "You felt it too, Luna…?"

Luna realized the voice was coming from the balcony. She began to walk over toward the curtains.

"Yes, We have felt a great disturbance in the magic that surrounds Equestria." Luna said, stopping a few feet away from the balcony. She could not see the other figure, as they were hidden from view by the curtains.

"Interesting. I had hoped that these events would not have begun to unfold so…soon." Said the other voice, in a slightly depressed tone.

"Indeed. We have reason to believe that these disturbances do in fact have something to do with the prophesy, as foretold many millennia ago." Luna continued.

A long and deep sigh came from behind the curtains.

"It seems the time has come to take action, dear sister." Said the voice. "Summon the guards and meet me down in the main hall. Also make yourself presentable, for we will be taking a trip to where the magical disturbance was last felt. Ponyville."

"Of course, Sister." Said Luna. She nodded her head and turned to leave the room.


	4. Ponyville

**Author's Note: Sorry for the wait, had to actually write this part from scratch, I was busy all today practicing guitar with a friend. Anyway, this part is mainly describing Zack's visit to Ponyville, and a few of the ponies that he meets. Also, I'm adding a few foreshadowy bits here, for those of you who really want to see some action.**

**P.S I know that Rarity's Boutique does not have a sign in the show, but this is a fanfic, so I'm good, yo.**

"So lemme get this straight, I leave you guys alone for like 5 minutes, and you end up turning into a pony?"

Spike had decided to tag along with Twilight and Zack on the way to Ponyville, and was just learning about Zack's transformation. He decided he might as well take the trip and was currently riding on Twilights back.

"Yea, funny how things play out, right?" replied Zack, wobbling alongside Twilight. He was still having some trouble adjusting to his 4 legs, but was beginning to manage, taking one step at a time.

Spike held back a laugh. "Look on the bright side, you don't have to worry about clothes anymore." He said, giving Zack a toothy smile.

"I'm glad one of us can find some humor about all of this." Zack responded sarcastically.

"Will both of you knock it off?" Twilight cut in. She looked to be in thought, her eyes torward the sky. She focused her eyes ahead and saw that Ponyville was getting closer, the outlines of the buildings could be seen, and the sound coming from the market was barley audible.

"Zack, I've been thinking." She said, giving Him a quick glance.

"Yea I've been thinking too!" Zack interrupted. "I've been thinking about how I'm going to explain to my mom that Ive become a HORSE!" He snorted angrily.

"You can figure that out later..." continued Twilight, unfazed. "I've been thinking about how exactly we're going to present you to my friends, and to the rest of Ponyville." She gave him a stern look.

"Uh...what do you mean? I look like a pony right? I should fit right in." Zack said, rolling his eyes at Twilight.

Her brows furrowing, Twilight cast him a quick glance. "Well its just that noone knows who you are, and noone knows where you came from. I really don't think telling them the truth is going to go over too well..." She thought back to Nightmare Night, and remembered how skiddish the town could be sometimes. "We're going to need to make up a story for why you're here, and quick."

"Well...I could just say I'm a distant relative visting from a far off land, or something unoriginal like that." Zack said.

"Or you could say he's a being from another world that was teleported here thanks to the amazing magical abilites of yours truly!" Said Spike, hopping up on Twilights back and flexing his muscles.

"Good idea Spike. That'll totally go great with the townsfolk after the last incident..." Twilight said, pushing Spike back down on her back. He began to grumble, but remained silent.

"Let's just stick with my idea." Said Zack, chuckling at the two of them.

Letting out a sigh, Twilight looked ahead down the road. "Fine, whatever, just try to act normal ok? I don't want anypony getting suspicious."

"Suspicious of what?" Zack said, smiling. "I'm perfectly norma-whoa!" He shouted as he tripped over his front hooves and landed face first in the dirt road. Swearing under his breath, Zack stood back up and shook his mane to try and clean the dirt off. Twilight and Spike, on the other hand, were laughing.

"Ha-ha, that was sooo funny." Zack said, angrily. "I'd like to see you transform into a human then try to walk."

"Oh stop you're whining, we're already here." Said Twilight, pointing ahead.

Zack looked and saw Ponyville. The place was bright and colorful, with buildings lined up in long rows. Some were houses, others shops, there was even a movie theater. He noticed the area he and Twilight had arrived at looked to be a market, as there were small stands open with trader ponys selling numerous things.

"I wonder if Applejack is working...ah there she is!" Said Twilight. She pointed over to a stand selling apples and an orange pony standing next to it. "Come on! Let me introduce you to her first." She began to walk over.

"Applejack huh? Yea, I wonder what she sells..." Zack thought sarcastically. He began to follow Twilight, but noticed that something didn't feel right. It felt as though there was something had just been placed on his back. Something pretty heavy, actually. He turned to look.

There, standing on his back, was a bright pink pony. Her mane was another shade of bright pink, and was incredibly curly. She poked her head close to Zack's and smiled at him with big blue eyes.

"HIIIIIII!" She said in a cheerful voice. Zack blinked.

"Holy shit!" He shouted and reared up on his hind legs to try and throw her off. This only resulted in him falling straight back on his flank with a loud thump.

"Ow...and that's the second time today that that's happened too..." he muttered to himself, rubbing his flank with a hoof.

"Wait is that pink thing gone?" He thought and looked behind to see if the pony was still there. To his relief, there was nothing.

"Huh. What the heck was-GAH!" Zack screamed as he turned back to find himself face to face with the pink pony again. Somehow she had managed to get around him.

"Who, what, where, when...?" Zack said, breathlessly.

"That just leaves how and why!" Laughed the pink pony gleefully. Her voice sounded so cheerful that Zack, not even realizing it, began to smile.

"Hi! I'm Pinkie Pie!" Said the pony, bouncing up and down on all of her hooves. "What's you're name?" She gave him a quizzical look, and turned her head, studying him.

"My name...is wha...?" Zack said, still recovering.

"Wha huh? That's a weird name for a pony!" She giggled. "My name's Pinkie Pie and-oh wait, I already said that didn't I? Oh well I just get so excited when I see new faces here in Ponyville I just can't remember so many things and-wow you're an Alicorn aren't you? You've got like a horn AND wings! And wow you're a real Cutie Wooty too! You and me are gonna be REALLY good friends!" She continued to bounce as she talked...and talked.

Zack continued to blink for a few moments, trying to cope with what was happening before his eyes. Suddenly, he shook his head, and managed to stand back up. Looking back at Pinkie Pie, who was still bouncing and talking, he said, "My names, Zack, actually. Sorry you just took me by surpise."

"Oooooooh Zack huh? That's a neat name! Know what else is a neat name? Francisco! Anyway, you and me are gonna be best friends! Oh I'm so excited about having a new...and CUTE friend like you around! It just makes me wanna throw a-GASP!" Pinkie let out a loud gasp. She bolted away from Zack, running down the streets of Ponyville, and leaving him in the dust.

Zack stood there, confused and afraid about what had just happened. "So that's Pinkie Pie huh?" He thought. "I can see why she's the element of laughter...she nuts!" He gave a small chuckle.

"Zack!" Twilight's voice rang clear and loud from across the market square. "Come on!" She was standing next to the apple stand.  
>Shaking his head again, Zack walked quickly over to Twilight, who was now standing next to a bring orange pony wearing a hat. She had long blone hair, and it was rolled up into a ponytail. She gave Zack a very suprised look as he walked over, as if not expecting that Twilight was in such company as him.<p>

"Well turn me over and buck me sidways, ya'll are one o' them Alicorns, huh? Them fancy-pants ponies?" She said to him in a heavy southern drawl. Zack finally reached them both.

"Applejack," said Twilight. "I would like you to meet...cousin Zack, who's spending the week over at my house! He's here in Ponyville to, uh, study with me about friendship!" She ended the statement with a large, obviously fake smile.

Applejack stared at her and raised an eyebrow. She then turned to Zack, and raised a hoof.

"Well in tha' case, any friend o' Twilight's is a friend o' mine! My name's Applejack!" She said happily. Zack shook her hoof with his own, and studied Applejack. He gave her a big smile.

"Nice to meet you Applejack, I'm Zack." He said.

"She's just as cute as Twilight...although she doesn't have a horn. Not that it really matters..." he thought to himself.

"Golly, Twilight's got herself one good lookin' cousin." Thought Applejack, who too, was studying Zack, but with more of a wandering eye. They passed over his mane, then his eyes, and came to rest on his muscular body. "And lucky for me, he's a relative! Hoo boy! I've got a good shot with this one!" Her smile grew and she stopped shaking Zack's hand.

"Well like I said good to meetcha' Zack! Ya'll should come on over to Sweet Apple Arces and meet the rest of the family!" She said, hoping to spend some more time...getting to know Zack. She winked at him.

Twilight noticed this, and gave a loud huff.

"Oh no you don't, Applejack!" She thought.

"Sorry, but I'm showing Zack around the rest of Ponyville today, AJ. Maybe we'll stop by LATER." She said, shooting a look at Zack, who was about to say something. He closed his mouth and remained silent. "Besides, aren't you busy selling apples?"

Applejack looked saddened. "Aw shucks, good point Twilight. All right ya'll get on out of here, and maybe I'll see ya'll later." She walked back behind her stand, but not before batting her eyelashes at Zack. He smiled at her again.

"Right, we'll see if we can take some time out of our busy schedule to come see you, AJ." She said, grabbing Zack's ear with her hoof and pulling him along. He winced in pain.

"OW! Hey! Twilight! How is that even possible if you don't have fingers!" Zack shouted in pain as he followed Twilight down the streets.

...

As they continued to walk, Zack began to notice that most of the ponys in town looking at him. It seemed most of the mares were giving him surprised looks, and the stallions were the same. (The ponies in Ponyville were not used to the sight of an Alicorn walking through town, aside from Princess Celestia and Luna. This was giving many of them the idea that Zack was of royal decent) Some of them even bowed to him as he passed.

"This is pretty sweet!" Zack thought as a young red mare came up and gave him a orange. She blushed as he accepted it, and ran away after he took it.

"Done yet, Casanova?" Said Twilight, giving Zack a very displeased look.

"Huh, wha?" He replied, snapping back into reality.

Twilight sighed.

"Nopony is getting their hooves on him but ME." She thought. "I cant take this anymore, I'm not going to let a prize like this slip from my hooves. Human or not!"

Turning to Zack, she smiled.

"Never mind, lover boy. Look, we're here." She pointed up at a building in front of her.

Zack looked and saw a large blue and pink building shaped like a carousel. The words Rarity's Boutique were hung up in bold, golden letters above the door.


	5. Rarity's Boutique

**AUTHOR'S NOTE: Been reading a few other fan fics lately and I'm almost ashamed to say you guys would even CONSIDER this to be a good story! Some of the other fan fics out there make this tale look so mediocre it's almost embarrassing. Thus, I've taken some of my time to fine tune a few of the older chapters, and I've made a mental note to step up my writing.**

**From here on, it's time to get serious. And not like serious, serious. I'm talking about TWITCHY TWITCH serious. And hopefully most of know how serious that is. **

**So now I ask you, the reader, to help me. If all of you would be so kind as to help point out any mistakes I've made here or in the past, it would be greatly appreciated. I want this to be considered as one of the better fan fics out there, but the only way that's going to be possible is if I have help from you guys. I hold all of your opinions very highly, so don't be afraid to call me out on anything.**

**LET US CONTINUE…**

_**WAIT I BET YOU SKIPPED OVER THE AUTHORS NOTE RIGHT? PLEASE READ IT.**_

Zack took a few moments to study the building in front of him. Looking at its structure, he acquired a few mental notes. It was shaped almost exactly like a carousel he would see at some of the local fairs back home. Only, it was taller and more…building-like. There were even a few mechanical horses set up around the balcony of the building, giving it even more of that carousel feel. He looked again at the sign.

**RARITY's BOUTIQUE**

**Please Take off All Footwear before Entering**

It read in bright, bold golden letters.

"Footwear?" Zack said, obviously confused. He looked at Twilight's hooves, then his own. Eyes, narrowing, he looked back at the sign. "Ponies wear shoes?"

Twilight followed his gaze, and looked at the sign. After a moment she said, "Yes, that's Rarity for you, clean as always."

"Yea! That's Rarity alright!" Spiked piped in, hopping off Twilight's back and rushing up toward the door of the Boutique.

"She's so clean, and so generous, and so beautiful…" Spike became lost in thought, gazing up at the sign, a big, love drunk smile plastered on his face. Zack walked up to him and shook a hoof in front of his eyes. No reaction.

Looking back at Twilight, he gave her a smile.

"So I'M the lover-boy huh?" He joked, motioning to the still oblivious Spike, who had now begun to drool.

Sneering at him, Twilight walked up to the door and knocked. Taking a step back, she motioned for Zack to get out of the way. Giving her a confused look, he obliged, stepping back from the door.

"Just a minnnnuuuttteeeee!" Rang a voice from inside the Boutique. Moments later, the sound of crashing and rumbling could be heard from inside, as if someone or something was struggling to get to the door.

Before he could ask what was happening, Zack was interrupted by the Boutique door slamming open. Suddenly, a large flock of doves appeared to fly out from inside the store, blinding Zack.

"Rarity!" Twilight's voice could barely be heard over the flapping of feathers. The sound quickly subsided as the last of the birds flew out.

Eyes blinking rapidly, Zack looked toward the door of the Boutique and saw who had answered.

There, standing before him, was one of the most beautiful ponies he had even seen during his time in Ponyville.

The first thing he noticed was her mane. It was a deep purple color, and was obviously well taken care of, as it shined in the sunlight. Her coat was pure white, and her eyes a clear blue, hidden beneath a pair of long, luscious eyelashes. A single horn was placed on top of her head.

Zack was awestruck at the unicorn that stood before him, and he forgot everything that had happened to him hours before.

"I…totally can't think of anything witty to say right now." Was Zack's only thought, as he looked toward Rarity.

"Twilight, darling! You've come just in time!" Rarity cried, in a voice that practically bled high-society. "I've just been in the works of a new fashion line! I call it "Simple but Sweet" and I think you're the PERFECT pony to help model for me!" She took a few steps toward Twilight and embraced her in a hug.

"A bit much for an entrance, don't you think, Rarity?" Said Twilight, clearly annoyed, and covered in dove feathers. She spat a few of them out of her mouth as she returned Rarity's hug.

Retracting from Twilight, Rarity lifted her chin high in up in the air.

"Oh, darling there is no such THING as a bit much!" She said. "What other pony, aside from muwah, would even deserve less of an entrance!" She flipped her hair, allowing it bounce freely.

Suddenly, Rarity realized that Twilight wasn't alone. She turned towards Zack, who was now sitting a few feet away.

"And who is THIS handsome young stallion in front of me?" She asked, offering a hoof up to Zack.

Putting on as good as a smile as he could, Zack took Rarity's hoof, and kissed it.

"She smells just like roses." Zack thought, getting a whiff of her fur.

"My name's Zack, and it's a pleasure to meet you Ms…?" He asked, although he obviously knew who she was.

Many people may not have known it, but Zack had a way around women. He had been dating since his junior year of high school, and had been considered a "lady killer" by some of his friends. Other's liked to call him "that lucky piece of shit," but Zack preferred the latter. However, he was by no means a player. Sure, he had dated around 5 girls in his life, but each of his relationships were long and happy, and ended the same way.

He knew exactly how to treat a lady like Rarity, and showed it. She was clearly impressed by his demeanor, as shown by the bright flushed red marks that appeared on her cheeks.

"Well, aren't you just the little gentlecolt!" She said, giving him a large smile. "My name, good sir, is Rarity. It is a PLEASURE to meet such a fine, and handsome I might add, young colt such as yourself! Might I ask which part of Canterlot you came from?"

Zack stopped in his tracks, dumbfounded.

"Err…Canterlot? What…"

"COUSIN Zack isn't from Canterlot, Rarity." Twilight interjected, saving Zack from having to give an excuse. "He's on a visit from—" She paused for a moment, thinking. "Phillydelphia, to come and study the meaning of friendship with me!"

Giving her a large, fake smile, Twilight motioned for Zack to come next to her. He immediately rushed to her side, and put a hoof around her shoulder, giving Rarity another big smile.

Zack suddenly realized that this was the first time he was actually holding on to Twilight since his initial appearance in Ponyville. He noticed how soft her coat felt, and he could distinctly make out the smell of lavender emanating from her.

"God she smells great!" He thought, trying to stay focused. "I really think I'm going to have to end this visit as soon as I can before something…I'm going to regret happens."

Rarity's voice brought Zack back to reality.

"A relative from Phillydelphia, you say? Oh how WONDERFUL! And here I thought he was of royalty." She said, motioning at Zack's Alicorn characteristics. "It's not too often I get to see an Alicorn around here, aside from the Princesses of course. I've always thought that horns and wings look so gorgeous together! Oh it just makes me want to start a new fashion!" Her face lit up and she gave Zack a once over.

"Darling you HAVE to let me borrow your cousin for a while! His physique is perfect for my creations!" Her look suddenly changed to something more lustful as she continued to look at Zack. "Of course if that's too much to ask, I'm sure I could find SOMETHING useful for him to do around the Boutique…or myself." She mumbled the last part of her sentence, while batting her eyelids at Zack.

He gave Rarity a nervous smile. He wasn't completely stupid, and knew what that look she gave him meant. He had seen it many times before on some of the girls in his highschool, and college, for that matter. He also knew that if he let her have her way, he'd end up wanting what she wanted.

Twilight's face grew dark. She pushed Zack back and began to push Rarity back into her Boutique.

"That's a WONDERFUL-*huff*-offer Rarity, very generous of you." She strained to speak as she pushed Rarity inside. "But me and Zack were merely passing by-*ug*-maybe we'll-*why are you so heavy*-catch up with you later!" She finished her statement with one final push, sending Rarity sliding into her Boutique.

"Ooh, very well darling…" Said Rarity, obviously dejected that she couldn't have her way. "You two run along for now—oh and don't forget my _offer_." She looked lustfully at Zack, and gave him a wink. He chuckled nervously and gulped.

"Right, we won't, Rarity." Said Twilight, closing the door in Rarity's face. She turned around and leaned on the wall, letting out a long sigh.

Looking at Zack, she said, "You know, I'm beginning to think you're transformation is doing more harm than good." Giving him a stern look.

She was obviously jealous of the attention Zack was getting from her friends.

**MEANWHILE, BACK AT CANTERLOT CASTLE...**

"Master Steady Hoof, is the guard ready?"

Princess Luna was pacing around the main hall of Canterlot Castle. She had ordered the guard to be ready almost 10 minutes ago, what was taking them so long?

"Yes, your majesty, but you must forgive their tardiness, most of the guards have been enjoying their day off, and were none too pleased when I called them to arms so suddenly." Steady Hoof replied.

He was a large, battle-tested stallion, tall and muscular. His mane was long and white, and his face was riddled with scars and signs of old age. His fur, also white, had a few missing patches; signs of old wounds he had acquired in battle years ago. His golden armor gleamed in the rays of light coming from the windows in the main hall.

Luna stopped and looked at him. He had always been a close friend of the royal family, and was always there for her in her time of need. She remembered back when the Elements of Harmony had transformed her back into normal, and saved her from remaining the evil Nightmare Moon. Steady was always there for her as she spent days in bed recovering from her transformation. He brought her food, talked with her when she was lonely, and tucked her in at night. She owed him much. Now, here he stood before her, ready at her beck and call.

"We agree, we too were a bit discomforted when we learned of the events taking place." Luna said. She could understand the rest of the guard's feelings; this was the last thing that she wanted to happen. "But what must be done, must be done. How soon will they be here?"

"They are here now, your highness." Steady Hoof motioned to the main door of the hall.

From outside the door came the sounds of clanking armor, and stallions talking. The royal guard entered the main hall and lined themselves up behind Steady Hoof.

Luna looked them all over. Ten, battle hardened soldiers ready to die for the royal crown. They were all excellent stallions, and excellent fighters.

"Good, good, this is just the group we wanted!" Luna said, pleased. "Now we must wait for my sister, and then we can begin our hunt!" She stomped her foot on the ground, and a bolt of black magic shot out of her horn.

**PONYVILLE SQUARE...**

"Are you hungry, Zack?" Joked Twilight, listening to the loud grumbling coming from his stomach. They had been walking for a few minutes now; Rarity's boutique was nothing but a speck behind them. They would have been farther away in town by now, if not for the fact that Zack had to rush back and grab Spike, who was still standing in front of Rarity's door, still stuck in his love trance. He was now riding on Zack's back, and was currently playing with his wings, stretching them out.

"What gave it away?" Zack laughed and put a hoof on his stomach. "The last thing I ate this morning was a bowl of cereal." He cringed as his stomach growled again.

"Cereal?" Asked Twilight, giving him a quizzical look.

"Yea…cereal? Never heard of it?" Zack was dumbfounded at her lack of basic human knowledge. "Wait, she wouldn't know what that is, would she?" He thought.

Giving her a devilish smile, he said, "It's something we humans eat. I like mine with spiders on top!" He licked his lips in mock admiration.

Twilight gave him a disgusted look. "Spiders! Um, yea no thanks. You humans can keep your cereal!" She looked ahead down the street. Zack laughed.

"I'm joking, Twilight, I HATE spiders." He continued to laugh. Twilight blushed, but started to laugh with him. Spike, on the other hand, didn't get the joke.

"I don't get it, Spiders don't taste that bad! Mix um' with a little ruby or sapphire and they're great!" He said, letting go of Zack's wing.

Zack laughed even harder. "Spike, somehow I believe you." He said. He was really beginning to like the little guy, and he especially liked Twilight. Heck, he was beginning to LOVE his time here in Ponyville. Thoughts of returning home were vanishing from his mind. Suddenly he noticed that Twilight had moved ahead of him, and was giving him a great view of her flank.

"Aw man, that's just not fair." He thought to himself, rolling his eyes. His mind drifted off to more lustful thoughts, like him a Twilight alone in bed, or a shower, or hell, Twilight's kitchen table!

As he continued to become lost in his thoughts, he didn't notice that Twilight had stopped. He promptly bumped into her and almost knocked both of them down. However, Spike wasn't so fortunate, and fell right off Zack's back, landing in the dirt.

"OW!" He shouted. "Watch where you're walking, dude!"

"Sorry Spike, I was just…lost in thought for a minute there." He apologized, patting Spikes head. He turned to look at Twilight.

"Why did you stop?" He asked her, trying his best to avoid staring at her flank again.

"Because your hungry aren't you?" She turned around and looked him in the eyes. "I figured I'd bring you to get a snack at Sugarcube corner!" She motioned to the large building behind her.

It looked like a humungous gingerbread house, complete with frosting and gumdrops. Zack's mouth dropped at the site of sweet treats on display in the windows. His stomach growled again, this time louder than ever. A young filly walking behind Zack jumped in fright, and ran down the streets, crying.

Zack chuckled and said, "Yea, I better get some fuel in the system before I scare the whole town…" He walked up to the door. Holding it open, he motioned for Twilight to enter first.

Giving him a large smile, she obliged and walked into the store. Zack and Spike followed in. What happened next, Zack could barely remember.

There was a large flash of light, the sound of party poppers, and a distinct happy-go-lucky voice shouting "SURPRISE!" came from somewhere in the store.


	6. The Party

**AUTHOR'S NOTE: Man, I've been brainstorming so many new ideas for this story in the past couple days its nuts! You'd be amazed at how many ideas can pop into one's head while playing guitar.**

**On a side note, I totally preordered Assassin's Creed 3 a few days ago and got the sweet collectors case that comes with it. Aw man, only 6 months and about 19 days to go…but who's counting? It's going to be so epic.**

"SURPRISE!"

The sounds of party poppers, glasses tapping, music and light conversation hit Zack's ears all at once. He had entered the shop on Sugarcube Corner in hopes to acquire some food, but he instead found the entire shop to be littered with party decorations and ponies galore. It seemed as if the whole town had decided to come, as Zack could clearly spot Applejack and most of the ponies he had walked past that day in the crowd.

Looking past Twilight and Spike, who were both acting surprisingly calm, Zack saw a large flyer hanging above the store counter.

**WELCOME TO PONYVILLE!**

It read, each letter a different color to resemble a rainbow. It looked freshly made, as some of the letters were still dripping with wet paint. It had been made in what seemed only a few minutes ago.

Attempting to grasp the situation, Zack looked at Twilight, pleadingly. She didn't return his gaze, but instead whispered something to Spike, who promptly walked off into a separate crowd of ponies. She then turned around and walked back to Zack, who was still standing in the doorway, dumbfounded.

"Brace yourself…" She whispered to him, smirking. She closed the door behind him and positioned herself to his left.

Before Zack could respond, Pinkie Pie appeared out of nowhere in a crowd of ponies and leaped in front of Zack. She landed about 3 feet from his face, dismounting with a pose.

"HEY! ZACK! IT'S ME! PINKIE!" She shouted at him, oblivious to the fact that everypony in the store could hear her clearly over the music.

Zack thought back to their first encounter, and gave her a big, nervous smile.

"Heh, how could I forget you, Pinkie…" He said, sarcastically. She beamed at him.

Becoming serious, he asked, "What the heck IS all this?"

"It's a surprise party, DUH!" Pinkie said, looking at him like he were stupid. "For welcoming you to Ponyville? Didn't you get the memo!" She glared at him angrily, and then suddenly her expression changed to one of pure happiness.

"Oh, silly me! Of course you didn't! It's YOUR party! Why would I tell you about it!" She laughed hysterically, hopping up and down on her feet.

Zack's eyes followed her, up and down, up and down; "This pony has so much energy, she could put the Duracell Bunny out of business." Zack thought to himself. He turned to Twilight.

"I'm guessing this is a normal thing?" he whispered to her; she gave him a small smile.

"With Pinky Pie? Oh yea, we do these things every day. Did I ever tell you about the time she threw us a party, then an after party, then an after, AFTER party?" She asked him.

"Hey, what are you guys whispering about?" Pinkie asked, looking at the two of them with puzzled eyes.

Twilight stood up straight. "Nothing, Pinkie, it's nothing." She said. "It was really nice of you to throw a party like this for Zack, though. I was wondering why I hadn't seen you around yet." She motioned to all the decorations and party goers.

Pinkie squealed with glee. "I KNOW! It's so much fun throwing parties; it's just the besty best job EVER! I remember this one time I threw a party for Granny Smith, you know Applejacks grandma, and oh MAN, that wasn't one of my better ideas! The second she walked in I was all like SURPRISE! And she was all like HEART ATTACK! And then I was all like…"

"Quick, while she's still talking!" Twilight motioned for Zack to follow her, and the two of them slipped away into a crowd of ponies, leaving Pinkie Pie to reminisce in her own memories, oblivious to them both.

After a few minutes of searching, Twilight found an open area next to a table littered with snacks and sweets. Taking one look at all the goodies in front of him, Zack couldn't help but drool a little. He wiped his lip and stared at the table.

"Oh man, what to eat first?" He thought, eyeing a tray of bright yellow cupcakes. He grabbed one and took a bite. The sweet taste of buttermilk frosting swept over his tongue like a wave of pure deliciousness.

Twilight remained silent as Zack began to scarf down every piece of food he could find. She watched him, and couldn't help but feel her heart flutter a bit.

"I need to tell him how I've been feeling…" She thought to herself, watching Zack devour an entire tray of cupcakes. "But…this just makes no sense. He's not a pony Twilight, he's a human! Plus, he can't stay here in Equestria forever; he's bound to get homesick some time. Oh, I wish I knew what to do. Maybe one of the books in the library has an answer…" Her mind began to wonder off into more sensual thoughts, and she soon found herself feeling very hot and flustered.

Zack finished off his second tray of cupcakes, and then sat down on his flank, satisfied. Those cupcakes sure filled him up! "I wonder what they put in these things." He asked himself, picking up a cupcake with rainbow icing. Looking over at Twilight, he noticed she was acting strange.

**(Like for the Cupcakes reference? No? Forget you that was pretty good.)**

**MEANWHILE, OUTSIDE OF THE SUGARCUBE CORNER BAKERY…**

"Remember Fluttershy, it's absolutely important that I look my best before I meet this guy!"

Rainbow Dash looked her body over once more. She had gone against everything she believed in for this one moment. Her rainbow colored mane had been brushed, her blue coat washed, and her wings had be plucked for stray feathers. Normally she, the best flyer in all of Equestria, would have never even bothered to such…girly things, but today was different.

"If this new stallion is as hot as every mare has been saying then I totally need to look absolutely, positively, as cool as I can!" She said, pacing a few times in front of the door.

"Oh…well yes, you look, um, very nice, Rainbow Dash...I'm sure he'll like it." Fluttershy weakly replied. Her face was slightly hidden under her long mane of pink, and her golden yellow fur shined in the fading sunlight.

Rainbow Dash stopped pacing and looked at her with an annoyed expression. "That goes for YOU too, Fluttershy! I can't have you acting all "coy and shy" around me while I'm busy trying to charm him! It'll be embarrassing!" She replied, staring at her with big purple eyes.

"Oh…well I, um, I don't think I'll get in the way, Rainbow Dash." Fluttershy responded, backing away slightly. "I promise I'll just keep quiet, I kinda wanted to see the new stallion too..."

Rainbow Dash walked towards the door and rested her front hoof on it. Not looking, she addressed Fluttershy.

"Just try not to get in my way when I make a move, ok? Maybe I'll see if he's interested in having more than one mate, so you don't feel left out, huh?" She looked at Fluttershy and stuck out her tounge, playfully.

Fluttershy raised her head, hopeful at what her friend had just said.

Rainbow Dash pushed open the door and walked inside, followed by Fluttershy.

**...**

"Hey Twilight, is everything alright?"

Zack's voice brought Twilight back to reality, and she found herself staring at his face, only a few inches away.

"Oh!" She said in suprise, not realizing that she had been staring into space for the past few minutes. "I...I...I must of drifited off for a second there! All these colors and decorations really, uh, throw off my concentration." She hoped he would buy her lie.

Looking quizzically into her eyes, Zack paused. "I wonder..." His mind began to pace quickly. "I wonder if I could..."

"Hey...Twilight?" He asked, moving his face slightly closer to hers; their noses were almost touching now.

Twilight's mind drew blank. She looked deeply into the pair of eyes across from her, and her heart began to pound. Could this of been the moment she had been waiting for?

"Does he feel the same for me?" She began to think. "Oh, Celestia, this might be my only chance to..."

"Yes Zack?" She remained where she was; she wasn't going to rush anything.

Zack's could feel his own heart beating heavily in his chest. What was going on here? "Come on, Zack! You should be used to this by now, you've been with tons of girls!" He thought. "Yea, they weren't ponies but...shit, I really don't give a fuck right now, do I?" He slowly moved his head closer to Twilight, he could feel her delicate nose just barley touching his own.

"Theres something I've been wanting to tell you for a pretty good while now..." His voice had dropped into a whisper, and everything had gone quiet for him; the party was nonexsistent, nothing else mattered.

Twilight knew this was her moment. Closing the distance between their faces, Twilight's lips just barely touched Zack's own-

"HEY! What are you two doing over here! I never finished my story, you guys!"

Pinkie Pie appeared from under the table, her face just underneath both of their's.

Zack and Twilight froze in place, both caught completley off guard by the sudden intrusion. They quickly broke apart, both embarrased, yet neither satisfied.

Zack coughed loudly and looked down at Pinkie, who was giving both of them a large, ear to ear smile.

"Pinkie! What...PERFECT timing!" He said, voice filled with sarcasm. "We were just wondering where you went off to-"

"And here we thought we had lost you, Pinkie!" Twilight cut in. She gave her a large smile, her eyes filled with anger. "How nice of you to show up...now. Of all times..."

"Really? Cause it totally looked like you guys were about to start kissing!" Pinkie hopped off the floor and began to bounce in between the two of them. "Oh well it's a good thing you weren't, cause this would be REALLLLYYYY awkward!" She laughed and pulled both of them closer to her.

Zack and Twilight began to laugh nervously with her. Suddenly, Applejack appeared out of the crowd, looking very punchdrunk.

"Howdy ya'll!" She said, walking up to the group. Her voice was heavy with the smell of alcohol. Zack was very suprised at this.

"I never would of thought ponies would like to drink! This whole place looks like it would fit right in a kid's show!" He thought to himself. "Boy am I wrong!"

Thankful for Applejack's sudden appearance, Zack slipped out of Pinkies grasp and walked up to greet her.

"Applejack!" he said. "Thank Go-I mean, its good to see you again!"

Applejack squinted at him for a moment, then a large, goofy smile gripped her face.

"Well I'll be baked and buttered likesh a schweet apple fritter, ish tha' who I think it is?" Her voice slurred slightly. Looking closer at Zack, her smiler grew bigger.

"It ish! Howdy shthere, Schack! I was just lookin' fer a pony like you!" She batted her eyes at him. "What schay you and me go play a game of applebuck-" Here she leaned in closer to him. "Its a game schere I let cha'll buck MY apples..."

Zack's eyes grew slightly wide when he grasped the meaning of her words.

"Not gonna lie." He thought to himself. "Having a whole town of ponies who want to fuck may seem pretty weird on paper, but I'm kinda enjoying it...ah well this isnt the time or place. Not to mention Twilight..." He smiled at Applejack.

"Maybe later, right now I was just about to...uh, go and dance with Twilight! Right Twilight?" He said it loud enough for her to hear.

Twilight, who was currently watching Zack and Applejack intently, snapped to her senses.

"Oh yea, Right!" She said, slipping out from under Pinkie's grip. "And to think I almost forgot. Comon' Zack." She grabbed him by his front leg and both of them slipped away through a large crowd of ponies, leaving Pinkie Pie and Applejack looking slightly depressed.

"Good thinking!" Said Twilight, leading Zack into the middle of the room, which was convienently empty.

"Yea well...I can think pretty fast on my feet." Zack smiled as he followed her.

Both of them had decided not to mention what had just transpired moments ago, and neither was going to bring it up. Not yet, anyway.

Giving him a sexy look, Twilight said, "Well, are you light on you're feet as well? This IS a dance floor, you know." She motioned to the empty space around them.

Zack gulped. Dancing was never one of his strong points.

"Ha, yea...about that..." He began, but was suddenly interrupted by a strange feeling in his chest. It felt like something deep inside of him was trying to force its way out. "About...that...holy shit..." He collapsed to the floor, oblivous that every pony had turned to look at him.

Twilight rushed to his side. "Zack!" She shouted.

The feeling inside of his chest began to expand; soon he felt it over his whole body. The pain was terrible, but he couldnt scream. In fact, he couldnt even move. Suddenly, his body began to glow. Brighter and brighter it glowed, until the entire room was surrounded in white light.

"Zack!" Was the last word he heard float into his head before all went dark.


	7. The Hospital

**Author's Note: Hey guys, sorry for taking so long. I've been busy with work and school. I've decided to keep this a weekly thing, as to give myself time to write, and give some time for you guys to suffer! HAHAHA-but nah, mostly me writing, sorry.**

**Not only that but I'm also continuing to brainstorm new ideas for my story. I think I've gotten everything, but we'll see how it turns out.**

Zack didn't know where he was. He didn't know why he was there, or what he was supposed to do. It was dark, black, and empty. He could feel he was not alone, however, and sensed another presence along with him in the darkness. Not fully understanding why, Zack began a conversation.

"I'm dead." He said.

"No you're not, you just blacked out." The voice replied.

"Oh really? Well that's nice, but why does this keep happening to me?"

"Because. You're special."

"Special? Ha! I'm nothing special. I'm just a normal guy, with an...abnormal life."

"Abnormal? Everything happens for a reason, you know." The voice's tone sounded just like a mother would sound to her child.

"A reason? Alright look, I don't know who you are or what you want, but right now you're making absolutley no sense!" He shouted.

"You have much to learn about your own worth, young one. But worry not, the time will come when your worth will be put to the test." The voice replied; it sounded like it was fading away.

"What the fuck are you talking about? I don't even know why I'm stuck in this mess!" Zack cried, trying to move his body. He found he was unable to move. He body was gone; darkness was all around him; an infernal black abyss, surrounding him, absorbing him, becoming him...

"Zack!" A voice cried out from the distance. The voice was familiar...he had heard it before somewhere...

"Zack!" Twilight's voice called to him again through the darkness.

"Twilight?" He asked, he looked around, but saw nothing.

Suddenly, a bright flash of light broke through the darkness, blinding him. He heard shouting and screaming, like someone was under attack. The sound began to surround him, engulfing his entire being. He heard the whinny of a horse, the roar of a monster, and then...

...

Zack could see light shining through his closed eyelids. His ears began to pick up multiple voice surrounding him. He felt something soft cushioning his head, like a pillow.

"So...is he going to be ok?" Said a very unfamiliar voice.

"Yes...is he, you know...?" Another, much quieter person spoke up.

"He's fine." Twilight's voice could be clearly heard. Zack's heart jumped at the sound of it.

"Well at least I know I'm safe, if Twilight's here..." He thought, and continued to listen.

"Ya'll give him some room, now, he's been through a lot, frum the sound o' things!" Applejack said from somewhere across the room.

"I swear! Isn't he just the most adorable thing!" Rarity's haughty voice peirced his ears.

"Wow, everypony I met is here...wait." Zack stopped thinking.

"I CANNOT believe this happened!" Pinkie Pie's piped up out of nowhere. "And at one my parties! I mean its like, bad enough we know he's not really a pony now, but SERIOUSLY! Did he have to scare off all the ponies? I was just starting to get my party on! And then there was the princesses, and the guard and the-"

"PINKIE!" A vast amount of voices shouted in unison.

"Heh, she's here too..." Zack thought. "And from the sound of things whatever happened to me at the party caused...quite...the..." Zacks brain suddenly began to regester what he had just heard.

He tried to move his hooves, but found that his fingers were back. He slowly flexed them, trying to make as little movement as he could, less he attract attention. He felt for his toes, and slowly moved them as well.

"Back to normal, huh?" He thought to himself. "Well that's a relief. Strange, it must of had something to do with that feeling I had at the party..." Before he could continue his thoughts, the sound of a door and someone bursting in the room was heard.

"By order of their royal magesties, you are under...whoa, what the hay is that thing?" A male voice said, coming closer to where Zack was laying.

"I think that's my cue." Zack thought and opened his eyes.

Light flooded in, blinding him, but his vision quickly returned. He could just make out the shape of a head looking down at him, but who's he couldn't tell. Allowing his eyes to adjust more, he saw that the head belonged to a white stallion, decked in golden armor. He looked to be rather young, and was giving Zack a very puzzled look. When he saw that Zack had awoken, the young guard pony jumped back in fright and quickly backed away, out of sight.

Zack groaned and lifted his head, gently, off the pillow. Getting himself in an upright position, he looked around his enviroment.

He was in a hospital as far as he could tell, due to the large red cross placed on a sign that hung above the door to the room his was in. The room in question was large, covered with pictures of flowers and blue wall paint. He looked to his right and saw a small nightstand next to the bed, with a book on it that read "Daring Do and the Golden Goblet."

Looking back forward, Zack noticed the large amount of ponies that were surronding him. Some he knew, like Twilight, Applejack, Rarity and of course Pinkie Pie, but there were a few others he had never seen before. One was a tough, blue pony with a rainbow colored mane. She was giving him a curious look, like that of a cat to a mouse. She seemed unsure what to do or say now that he was awake. The other pony, standing to the right of the rainbow one, was yellow with a long flowing pink mane. She looked slightly afraid of Zack, and was slowly backing away from him with a look of worry in her eyes. Behind them he spotted the young gaurd pony looking at him with shock in a corner.

Before he could say anything, Twilight rushed up to him and gave him a big hug. The feeling of her soft, warm fur and the soft touch of her hooves on his back gave him goosebumps. It seemed his transformation back into human had neither changed his thoughts or feelings about her. She released him, took a step back from his bed and said, "Zack! I'm so happy you're ok! ...You're ok, right?"

He gave her a weak smile.

"Yea I'm fine Twilight, just a bit shaken up." He looked around at all the ponies around him. "What happened to me? Why am I in this bed? And why do I have a strange craving for hay and cupcakes?"

"Yes I do believe we would ALL like to know this story, Twilight." Rarity said, giving Twi a suspicious look. "Last I checked, COUSIN Zack here was a handsome young stallion and NOT a...what did you call him, darling?"

Twilight took a deep breath. "He's a HUMAN, everypony. Look, it all started..."

Twilight took the next half hour explaining to the other ponies about Zacks appearence, his transformation, and why they lied. She also explained to Zack what had transpired at the party.

"After the bright light faded from you're body, you were passed out on the floor, human again." She said to him. "Seeing this, everypony in the party assumed you were some sort of horrible creature, having been persuaded by a certain SOME-pony..." She paused and stared at Pinkie Pie, who smiled sheepishly. "...And panic insued. Everypony ran, aside from Applejack, who was too drunk to care, Rainbow Dash, and Fluttershy, who was too frightened to move." She looked around at her friends. "During the commotion, something not even I could predict happened: The Princesses appeared." Her eyes grew with each passing sentence.

"Princesses?" Zack asked.

"Yea, ya'll know, the rulers of Equestria? Celestia and Luna. Fancy pants alicorns like ya'll used to look like?" Applejack responded, waving a hoof at him. Zack shook his head.

"Oh I do so love how they look!" Rarity piped in. "Their flowing manes, their beautiful fur, oh the magesty!"

"Pssh, a bunch of prissy ponies if you ask me..." Muttered Rainbow Dash, roughing up her mane. It looked like it had been brushed before, but now Zack couldn't tell.

"YES, THANK YOU." Twilight interjected, clearly annoyed that she had been interrupted. She coughed and continued.

"The princesses teleported in the middle of all the madness, along with some of the royal guard." When she said this, the white guard pony shifted nervously. "Without saying a word, Princess Celestia used some sort of magic to teleport all of us outside of Ponyville. When we were away from all the commotion, she looked at you, and then she touched you with her horn, like this-" Twilight tapped Zacks head with her horn. He felt a strange sensation run throught his body as she did.

"After doing so, she told all of us that we needed to get you to the hospital. She told us not to ask questions, but that we should obey her orders. She stationed Luna and the gaurds to wait outside and make sure nopony but us or herself could come and see you. That was about 4 hours ago. You've been out for awhile." When she finished, a few tears could be visably seen forming in her eyes.

"I'm so sorry I had to lie to all of you, I was just so worried that everypone would of freaked out and something bad might of happened to Zack." She looked at him tenderly.

Zack started to say something, but fell silent. He knew how Twilight felt about him, and he to herself. Seeing her get emotional started to stir up his own emotions, but he thought it better if he let her continue.

"So let me get this straight..." Started Rainbow Dash. Zack had learned all of their names during the conversation. She looked at Zack. "You're NOT a super hot stallion? And that means I got all GIRLYED up for nothing?" Walking straight up to Zack's she poked a hoof dangerously close to his face. He blinked.

"You're just lucky your a cute human, or else I'd be showing you how NON-girly I really am, punk!" She said, clearly displeased. Behind her, Fluttershy wimpered and backed away from Rainbow Dash, slowly. Obviously, the meek pony was afraid of her, or at least when she was angry.

Zack saw Twilight make a movement, but before she could, Pinkie Pie popped in between Rainbow Dash and Zack.

"Hey, comon' Dashie! That's no way to treat the new guy! I for one still think he's cute enough to get all pretty witty for! Besides, we all know you'd never hurt him. You've got a soft spot-" She poked Rainbow on the nose playfully. "-for cute guys."

Rainbow Dash made a face, but then backed away from Pinkie, silent and clearly beaten. She huffed and sat down in a chair a few feet away from the bed. Pinkie giggled and hopped away from Zack. Twilight, not quite sure what had just transpired, looked confused at Zack. He shook his head. Suddenly, there was a knocking at the door and a loud voice was heard.

"Twilight Sparkle, has the human awoken? We are getting tired of waiting!" Came a loud, female voice. Twilight looked at the door and smiled.

"Yes, Luna, he's up." She said, walking torwards the door. Applejack hopped off the chair she was in and looked at Zack. She gave him a wink and turned to follow Twilight. Rarity beamed and took a place to Zack's right. She then began to look him over, as if measuring his size. Rainbow Dash remained sitting, and Fluttershy flew herself over to Zack's left, although she was clearly hesitant, and left a few feet a room between them. The guard, however, stood directly up, and remained frozen in place, a serious look etched upon his face. Twilight, hoof on the doorknob, looked at Zack and smiled.

"Zack," She said. "I'd like you to meet Princess Luna."

She opened the door.

**Sorry for leaving everypony hanging, but I promise the next part will be longer. Oh, and the clop scene is coming up, for those of you that care. **


End file.
